Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share.

+ References+ Details

UNAUDITED CONDESED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenues:
Interest income	$ 41,546	$ 27,812	$ 82,157	$ 56,396
Servicing fees	595	1,130	1,396	2,545
Other income	2,010	2,212	5,116	4,608
Total	44,151	31,154	88,669	63,549
Expenses:
Employee costs	8,277	7,461	17,148	15,085
General and administrative	3,577	3,772	8,075	7,411
Interest	19,827	19,241	42,136	38,367
Provision for credit losses	7,711	4,360	12,547	8,052
Marketing	2,560	1,839	5,180	3,434
Occupancy	726	762	1,447	1,523
Depreciation and amortization	132	162	284	326
Total	42,810	37,597	86,817	74,198
Income (loss) before income tax expense	1,341	(6,443)	1,852	(10,649)
Income tax expense
Net income (loss)	1,341	(6,443)	1,852	(10,649)
Income (loss) per share:
Basic	$ 0.07	$ (0.35)	$ 0.1	$ (0.58)
Diluted	$ 0.05	$ (0.35)	$ 0.08	$ (0.58)
Number of shares used in computing income (loss) per share:
Basic	19,305	18,421	19,360	18,272
Diluted	24,636	18,421	23,283	18,272
Net income (loss)	1,341	(6,443)	1,852	(10,649)
Other comprehensive income/(loss); change in funded status of pension plan
Comprehensive income/(loss)	$ 1,341	$ (6,443)	$ 1,852	$ (10,649)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Statement of Cash Flows [Abstract]
Net income (loss)	$ 1,852	$ (10,649)
Accretion of deferred acquisition fees	(7,169)	(4,308)
Accretion of purchase discount on receivables measured at fair value	(5,049)
Amortization of discount on securitization notes	917	1,764
Amortization of discount on senior secured debt, related party	1,567	1,340
Accretion of premium on debt secured by receivables measured at fair value	5,108
Mark to fair value on debt secured by receivables measured at fair value	6,015
Mark to fair value of receivables measured at fair value	(5,217)
Depreciation and amortization	284	326
Amortization of deferred financing costs	1,865	1,398
Provision for credit losses	12,547	8,052
Stock-based compensation expense	618	824
Interest income on residual assets	(436)	(207)
Accrued interest receivable	(848)	801
Other assets	35	614
Accounts payable and accrued expenses	(3,169)	1,326
Net cash provided by operating activities	8,920	1,281
Purchases of finance receivables held for investment	(257,800)	(110,850)
Proceeds received on finance receivables held for investment	222,146	172,863
Change in repossessions in inventory	464	699
Decreases (Increases) in restricted cash and equivalents	31,422	(4,427)
Purchase of furniture and equipment	(176)	(143)
Net cash provided by (used in) investing activities	(3,944)	58,142
Proceeds from issuance of securitization trust debt	296,500	109,365
Proceeds from issuance of subordinated renewable notes	1,576	1,976
Proceeds from issuance of senior secured debt, related party		7,545
Payments on subordinated renewable notes	(1,226)	(1,575)
Net proceeds from (repayments to) warehouse lines of credit	3,175	(1,717)
Proceeds from (repayments of) residual interest financing debt	(6,563)	(8,979)
Repayment of securitization trust debt	(214,405)	(162,596)
Repayment of portfolio acquisition facility	(73,289)
Repayment of senior secured debt, related party	(6,200)	(400)
Payment of financing costs	(4,064)	(2,743)
Repurchase of common stock	(435)	(85)
Exercises of options and warrants	101	2
Net cash used in financing activities	(4,830)	(59,207)
Increase (decrease) in cash and cash equivalents	146	216
Cash and cash equivalents at beginning of period	10,094	16,252
Cash and cash equivalents at end of period	10,240	16,468
Cash paid (received) during the period for:
Interest	43,288	32,936
Income taxes	745	145
Derivative warrants reclassified from liabilities to common stock upon amendment	$ 1,358

1. Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2012

Note 1 - Summary of Significant Accounting Policies

Description of Business

We were formed in California on March 8, 1991. We specialize in purchasing and servicing retail automobile installment sale contracts (“automobile contracts” or “finance receivables”) originated by licensed motor vehicle dealers located throughout the United States (“dealers”) in the sale of new and used automobiles, light trucks and passenger vans. Through our purchases, we provide indirect financing to dealer customers for borrowers with limited credit histories, low incomes or past credit problems (“sub-prime customers”). We serve as an alternative source of financing for dealers, allowing sales to customers who otherwise might not be able to obtain financing. In addition to purchasing installment purchase contracts directly from dealers, we have also (i) acquired installment purchase contracts in four merger and acquisition transactions, (ii) purchased immaterial amounts of vehicle purchase money loans from non-affiliated lenders, and (iii) lent money directly to consumers for an immaterial amount of vehicle purchase money loans. In this report, we refer to all of such contracts and loans as "automobile contracts."

Basis of Presentation

Our Unaudited Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America, with the instructions to Form 10-Q and with Article 8 of Regulation S-X of the Securities and Exchange Commission, and include all adjustments that are, in management’s opinion, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are, in the opinion of management, of a normal recurring nature. In addition, certain items in prior period financial statements may have been reclassified for comparability to current period presentation. Results for the six-month period ended June 30, 2012 are not necessarily indicative of the operating results to be expected for the full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from these Unaudited Condensed Consolidated Financial Statements. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of income and expenses during the reported periods. Specifically, a number of estimates were made in connection with determining an appropriate allowance for finance credit losses, valuing finance receivables measured at fair value and the related debt, valuing residual interest in securitizations, accreting net acquisition fees, amortizing deferred costs, valuing warrants, and recording deferred tax assets and reserves for uncertain tax positions. These are material estimates that could be susceptible to changes in the near term and, accordingly, actual results could differ from those estimates.

Other Income

The following table presents the primary components of Other Income for the three-month and six-month periods ending June 30, 2012 and 2011:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012		2011
	(In thousands)					(In thousands)
Direct mail revenues	$	1,232		$	1,187	$	2,851	$	2,355
Convenience fee revenue		690			676		1,522		1,390
Recoveries on previously charged-off contracts		148			162		245		349
Sales tax refunds		55			98		127		247
Other		(115	)		89		371		267
Other income for the period	$	2,010		$	2,212	$	5,116	$	4,608

Stock-based Compensation

We recognize compensation costs in the financial statements for all share-based payments based on the grant date fair value estimated in accordance with the provisions of ASC 718 “Accounting for Stock Based Compensation”.

For the six months ended June 30, 2012 and 2011, we recorded stock-based compensation costs in the amount of $618,000 and $824,000, respectively. As of June 30, 2012, unrecognized stock-based compensation costs to be recognized over future periods equaled $2.0 million. This amount will be recognized as expense over a weighted-average period of 3.4 years.

The following represents stock option activity for the six months ended June 30, 2012:

				Weighted
	Number of	Weighted		Average
	Shares	Average		Remaining
	(in thousands)	Exercise Price		Contractual Term
Options outstanding at the beginning of period	8,431	$	1.53	N/A
Granted	797		1.20	N/A
Exercised	(87)		1.16	N/A
Forfeited	(283)		1.35	N/A
Options outstanding at the end of period	8,858	$	1.51	5.97 years
Options exercisable at the end of period	6,181	$	1.67	4.84 years

At June 30, 2012, the aggregate intrinsic value of options outstanding and exercisable was $5.0 million and $2.9 million, respectively. There were 87,000 options exercised for the six months ended June 30, 2012 compared to 3,000 for the comparable period in 2011. There were 2.3 million shares available for future stock option grants under existing plans as of June 30, 2012.

Purchases of Company Stock

During the six-month period ended June 30, 2012 and 2011, we purchased 320,154 and 74,292 shares, respectively, of our common stock, at average prices of $1.36 and $1.15, respectively.

Reclassifications

Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or total shareholders’ equity.

Derivative Financial Instruments

We do not use derivative financial instruments to hedge exposures to cash-flow or market risks. However, from 2008 to 2010, we issued warrants to purchase the Company’s common stock in conjunction with various debt financing transactions. At the time of issuance, five of these warrants issued contained "down round" or reset features that are subject to classification as liabilities for financial statement purposes. These liabilities are measured at fair value, with the changes in fair value at the end of each period reflected as current period income or loss. Accordingly, changes to the market price per share of our common stock underlying these warrants with "down round" or price reset features directly affect the fair value computations for these derivative financial instruments. The effect is that any increase in the market price per share of our common stock would also increase the related liability, which in turn would result in a current period loss. Conversely, any decrease in the market price per share of our common stock would also decrease the related liability, which in turn would result in a current period gain. We use a binomial pricing model to compute the fair value of the liabilities associated with the outstanding warrants. In computing the fair value of the warrant liabilities at the end of each period, we use significant judgments with respect to the risk free interest rate, the volatility of our stock price, and the estimated life of the warrants. The effects of these judgments, if proven incorrect, could have a significant effect on our financial statements. The warrant liabilities are included in Accounts payable and accrued expenses on our consolidated balance sheets. On March 29, 2012 we agreed with the holders to amend three of the five warrants that contained the “down round” features, removing those specific price reset terms. On the date of the amendment, we valued each of the three warrants using a binomial pricing model as described above. The aggregate value of the three amended warrants of $1.1 million was then reclassified from Accounts payable to Common Stock. On June 25, 2012 we agreed with the holder to amended one other warrant that contained the “down round” features, removing those specific price reset terms. The $250,000 aggregate value of this amended warrant was reclassified from Accounts payable to Common Stock on the date of the amendment. The remaining warrant with the “down round” feature was not amended and was valued and recorded at June 30, 2012 using a binomial pricing model to compute the fair value, which is included in Accounts payable and accrued expenses, and will continue to be subject to quarterly valuations.

Financial Covenants

Certain of our securitization transactions, our warehouse credit facilities and our residual interest financing contain various financial covenants requiring minimum financial ratios and results. Such covenants include maintaining minimum levels of liquidity and net worth and not exceeding maximum leverage levels. In addition, certain securitization and non-securitization related debt agreements contain cross-default provisions that would allow certain creditors to declare a default if a default occurred under a different facility. As of June 30, 2012, we were in compliance with all such covenants.

Finance Receivables and Related Debt Measured at Fair Value

In September 2011 we purchased approximately $217.8 million of finance receivables from Fireside Bank. These receivables and the related acquisition debt are recorded on our balance sheet at fair value. There are no level 1 or level 2 inputs (as described by ASC 820) available to us for measurement of such receivables, or for the related debt. Our level 3, unobservable inputs reflect our own assumptions about the factors that market participants use in pricing similar receivables and debt, and are based on the best information available in the circumstances. The valuation method used to estimate fair value may produce a fair value measurement that may not be indicative of ultimate realizable value. Furthermore, while we believe our valuation methods are appropriate and consistent with those used by other market participants, the use of different methods or assumptions to estimate the fair value of certain financial instruments could result in different estimates of fair value. Those estimated values may differ significantly from the values that would have been used had a readily available market for such receivables or debt existed, or had such receivables or debt been liquidated, and those differences could be material to the financial statements.

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

2. Finance Receivables

6 Months Ended

Jun. 30, 2012

Note 2 - Finance Receivables

Our portfolio of finance receivables consists of small-balance homogeneous contracts comprising a single segment and class that is collectively evaluated for impairment on a portfolio basis according to delinquency status. Our contract purchase guidelines are designed to produce a homogenous portfolio. For key terms such as interest rate, length of contract, monthly payment and amount financed, there is relatively little variation from the average for the portfolio. We report delinquency on a contractual basis. Once a contract becomes greater than 90 days delinquent, we do not recognize additional interest income until the obligor under the contract makes sufficient payments to be less than 90 days delinquent. Any payments received on a contract that is greater than 90 days delinquent are first applied to accrued interest and then to principal reduction.

The following table presents the components of Finance Receivables, net of unearned interest:

	June 30,			December 31,
	2012			2011
Finance Receivables	(In thousands)

Automobile finance receivables, net of unearned interest	$	646,172		$	536,773
Less: Unearned acquisition fees and originations costs		(27,370	)		(20,143	)
Finance Receivables	$	618,802		$	516,630

We consider an automobile contract delinquent when an obligor fails to make at least 90% of a contractually due payment by the following due date, which date may have been extended within limits specified in the servicing agreements. The period of delinquency is based on the number of days payments are contractually past due, as extended where applicable. Automobile contracts less than 31 days delinquent are not included. In certain circumstances we will grant obligors one-month payment extensions to assist them with temporary cash flow problems. The only modification of terms is to advance the obligor’s next due date by one month and extend the maturity date of the receivable by one month. In some cases, a two-month extension may be granted. There are no other concessions such as a reduction in interest rate, forgiveness of principal or of accrued interest. Accordingly, we consider such extensions to be insignificant delays in payments rather than troubled debt restructurings. The following table summarizes the delinquency status of finance receivables as of June 30, 2012 and December 31, 2011:

	June 30,		December 31,
	2012		2011
	(In thousands)
Deliquency Status
Current	$	629,700	$	512,802
31 - 60 days		9,786		9,344
61 - 90 days		4,377		6,034
91 + days		2,309		8,593
	$	646,172	$	536,773

Finance receivables totaling $2.3 million and $13.0 million at June 30, 2012 and December 31, 2011, respectively, including all receivables greater than 90 days delinquent, have been placed on non-accrual status as a result of their delinquency status.

We use a loss allowance methodology commonly referred to as "static pooling," which stratifies our finance receivable portfolio into separately identified pools based on the period of origination. Using analytical and formula driven techniques, we estimate an allowance for finance credit losses, which we believe is adequate for probable credit losses that can be reasonably estimated in our portfolio of automobile contracts. The estimate for probable credit losses is reduced by our estimate for future recoveries on previously incurred losses. Provision for losses is charged to our consolidated statement of operations. Net losses incurred on finance receivables are charged to the allowance. For finance receivables originated through December 31, 2010 we established the allowance at the time of the acquisition of the receivable. Beginning January 1, 2011, we establish the allowance for new receivables over the 12-month period following their acquisition.

The following table presents a summary of the activity for the allowance for credit losses for the three-month and six-month periods ended June 30, 2012 and 2011:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)						(In thousands)
Balance at beginning of period	$	11,251		$	11,599		$	10,351		$	13,168
Provision for credit losses on finance receivables		7,711			4,360			12,547			8,052
Charge-offs		(8,278	)		(9,894	)		(16,580	)		(19,796	)
Recoveries		3,409			4,219			7,775			8,860
Balance at end of period	$	14,093		$	10,284		$	14,093		$	10,284

Excluded from finance receivables are contracts that were previously classified as finance receivables but were reclassified as other assets because we have repossessed the vehicle securing the Contract. The following table presents a summary of such repossessed inventory together with the allowance for losses in repossessed inventory that is not included in the allowance for credit losses:

	June 30,			December 31,
	2012			2011
	(In thousands)
Gross balance of repossessions in inventory	$	8,011		$	9,246
Allowance for losses on repossessed inventory		(3,994	)		(4,765	)
Net repossessed inventory included in other assets	$	4,017		$	4,481

Disclosure of accounting policy for those finance, loan and lease receivables classified as held for investment. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the allowance for loan and lease losses is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of commitment and other fees and loan origination costs (including, if applicable, how the entity accounts for fees and costs associated with credit cards that are either purchased or originated) (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status (for impaired loans, the policy for recognizing interest income on such loans, including how cash receipts are recorded) and (7) the treatment of foreclosures or repossessions.

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+ Details

3. Finance Receivables Measured at Fair Value

6 Months Ended

Jun. 30, 2012

Note 3 - Finance Receivables Measured at Fair Value

In September 2011 we purchased approximately $217.8 million of finance receivables from Fireside Bank. These receivables are recorded on our balance sheet at fair value.

The following table presents the components of Finance Receivables measured at fair value:

	June 30,			December 31,
	2012			2011
Finance Receivables Measured at Fair Value	(In thousands)

Finance receivables and accrued interest, net of unearned interest	$	104,015		$	172,167
Less: Fair value adjustment		(1,649	)		(11,914	)
Finance receivables measured at fair value	$	102,366		$	160,253

The following table summarizes the delinquency status of finance receivables measured at fair value as of June 30, 2012 and December 31, 2011:

		June 30,		December 31,
		2012		2011
		(In thousands)
Deliquency Status
Current	$		100,926	$	164,625
31 - 60 days			1,878		4,872
61 - 90 days			872		1,767
91 + days			339		903
	$		104,015	$	172,167

4. Securitization Trust Debt

6 Months Ended

Jun. 30, 2012

Note 4 - Securitization Trust Debt

We have completed a number of securitization transactions that are structured as secured borrowings for financial accounting purposes. The debt issued in these transactions is shown on our Unaudited Condensed Consolidated Balance Sheets as “Securitization trust debt,” and the components of such debt are summarized in the following table:

										Weighted
										Average
	Final	Receivables				Outstanding		Outstanding		Contractual
	Scheduled	Pledged at				Principal at		Principal at		Interest Rate at
	Payment	June 30,		Initial			June 30,	December 31,		June 30,
Series	Date (1)	2012		Principal		2012		2011		2012
	(Dollars in thousands)
CPS 2006-B	January 2013	$	-	$	257,500	$	-	$	6,604	-
CPS 2006-C	June 2013		-		247,500		-		14,873	-
CPS 2006-D	August 2013		-		220,000		-		15,716	-
CPS 2007-A	November 2013		-		290,000		-		34,312	-
CPS 2007-TFC	December 2013		-		113,293		-		7,771	-
CPS 2007-B	January 2014		17,633		314,999		25,059		40,916	6.99%
CPS 2007-C	May 2014		25,279		327,499		33,808		52,723	7.07%
CPS 2008-A	October 2014		34,400		310,359		53,985		77,284	8.46%
Page Five Funding	January 2018		29,748		9,174		28,761		36,701	9.46%
CPS 2011-A	April 2018		65,846		100,364		62,426		75,625	4.05%
CPS 2011-B	September 2018		89,550		109,936		83,041		101,268	4.48%
CPS 2011-C	March 2019		106,707		119,400		101,787		119,272	4.91%
CPS 2012-A	June 2019		134,998		155,000		135,709		-	3.41%
CPS 2012-B	September 2019		92,102		141,500		141,500		-	3.01%
		$	596,263	$	2,716,524	$	666,076	$	583,065

_________________

(1)

The Final Scheduled Payment Date represents final legal maturity of the securitization trust debt. Securitization trust debt is expected to become due and to be paid prior to those dates, based on amortization of the finance receivables pledged to the Trusts. Expected payments, which will depend on the performance of such receivables, as to which there can be no assurance, are $145.8 million in 2012, $221.4 million in 2013, $135.5 million in 2014, $97.8 million in 2015, $51.2 million in 2016 and $14.4 million in 2017.

All of the securitization trust debt was sold in private placement transactions to qualified institutional buyers. The debt was issued through our wholly-owned bankruptcy remote subsidiaries and is secured by the assets of such subsidiaries, but not by our other assets. Principal of $90.8 million, and the related interest payments, are guaranteed by financial guaranty insurance policies issued by third party financial institutions.

The terms of the securitization agreements related to the issuance of the securitization trust debt and the warehouse credit facilities require that we meet certain delinquency and credit loss criteria with respect to the pool of receivables, and certain of the agreements require that we maintain minimum levels of liquidity and not exceed maximum leverage levels. In addition, certain securitization and non-securitization related debt contain cross-default provisions, which would allow certain creditors to declare a default if a default were declared under a different facility.

We are responsible for the administration and collection of the automobile contracts. The securitization agreements also require certain funds be held in restricted cash accounts to provide additional collateral for the borrowings or to be applied to make payments on the securitization trust debt. As of June 30, 2012, restricted cash under the various agreements totaled approximately $127.8 million. Interest expense on the securitization trust debt consists of the stated rate of interest plus amortization of additional costs of borrowing. Additional costs of borrowing include facility fees, insurance and amortization of deferred financing costs and discounts on notes sold. Deferred financing costs and discounts on notes sold related to the securitization trust debt are amortized using a level yield method. Accordingly, the effective cost of the securitization trust debt is greater than the contractual rate of interest disclosed above.

Our wholly-owned bankruptcy remote subsidiaries were formed to facilitate the above asset-backed financing transactions. Similar bankruptcy remote subsidiaries issue the debt outstanding under our credit facilities. Bankruptcy remote refers to a legal structure in which it is expected that the applicable entity would not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as collateral for the related debt. All such transactions, treated as secured financings for accounting and tax purposes, are treated as sales for all other purposes, including legal and bankruptcy purposes. None of the assets of these subsidiaries are available to pay other creditors.

5. Debt

6 Months Ended

Jun. 30, 2012

Note 5 - Debt

The terms and amounts of our other debt outstanding at June 30, 2012 and December 31, 2011 are summarized below:

				Amount Outstanding at
				June 30,		December 31,
				2012		2011
				(In thousands)
Description	Interest Rate	Maturity

Residual interest financing	12.875% over one month Libor	February 2013	$	15,321	$	21,884

Senior secured debt, related party	14.00%	February 2012		-		5,000
	14.00%	June 2012		-		1,200
	14.00%	October 2012		5,000		5,000
	16.00%	December 2013		48,711		47,144

Subordinated renewable notes	Weighted average rate of 14.6% and 14.6% at June 30, 2012 and December 31, 2011, respectively	Weighted average maturity of December 2014 and August 2014 at June 30, 2012 and December 31, 2011, respectively		21,100		20,750

Debt secured by receivables measured at fair value	8.00%	Repayment is based on payments from underlying receivables. Final payment is expected in July 2013		104,662		166,828


			$	194,794	$	267,806

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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6. Interest Income and Interest Expense

6 Months Ended

Jun. 30, 2012

Note 6 - Interest Income and Interest Expense

The following table presents the components of interest income:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)

Interest on Finance Receivables	$	41,076	$	27,380	$	81,221	$	55,544
Residual interest income		234		200		458		395
Other interest income		236		232		478		457
Interest income	$	41,546	$	27,812	$	82,157	$	56,396

The following table presents the components of interest expense:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)

Securitization trust debt	$	9,139	$	11,337	$	19,159	$	23,341
Warehouse debt		1,668		2,753		3,064		5,097
Senior secured debt, related party		3,259		3,181		6,796		5,848
Debt secured by receivables at fair value		4,297		-		10,087		-
Residual interest debt		646		1,182		1,394		2,524
Subordinated debt		818		788		1,636		1,557
	$	19,827	$	19,241	$	42,136	$	38,367

7. Earnings (Loss) Per Share

6 Months Ended

Jun. 30, 2012

Note 7 - Earnings (Loss) Per Share

Earnings (loss) per share for the three-month and six-month periods ended June 30, 2012 and 2011 were calculated using the weighted average number of shares outstanding for the related period. The following table reconciles the number of shares used in the computations of basic and diluted earnings (loss) per share for the three-month and six-month periods ended June 30, 2012 and 2011:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)
Weighted average number of common shares outstanding during
the period used to compute basic earnings (loss) per share	$	19,305		18,421		19,360	$	18,272

Incremental common shares attributable to exercise of
outstanding options and warrants	$	5,331		-		3,923	$	-

Weighted average number of common shares used to compute
diluted earnings (loss) per share	$	24,636		18,421		23,283	$	18,272

If the anti-dilutive effects of common stock equivalents were considered, shares included in the diluted earnings (loss) per share calculation for the three-month and six-month periods ended June 30, 2011 would have included an additional 2.9 million and 3.0 million shares, respectively, attributable to the exercise of outstanding options and warrants.

The entire disclosure for earnings per share.

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8. Income Taxes

6 Months Ended

Jun. 30, 2012

Note 8 - Income Taxes

We file numerous consolidated and separate income tax returns with the United States and with many states. With few exceptions, we are no longer subject to U.S. federal, state, or local examinations by tax authorities for years before 2007.

We have subsidiaries in various states that are currently under audit for years ranging from 2003 through 2006. To date, no material adjustments have been proposed as a result of these audits.

We do not anticipate that total unrecognized tax benefits will significantly change due to any settlements of audits or expirations of statutes of limitations over the next 12 months.

The Company and its subsidiaries file a consolidated federal income tax return and combined or stand-alone state franchise tax returns for certain states. We utilize the asset and liability method of accounting for income taxes, under which deferred income taxes are recognized for the future tax consequences attributable to the differences between the financial statement values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. We have estimated a valuation allowance against that portion of the deferred tax asset whose utilization in future periods is not more than likely. Our net deferred tax asset of $15.0 million as of June 30, 2012 is net of a valuation allowance of $61.0 million.

On a quarterly basis, we determine whether a valuation allowance is necessary for our deferred tax asset. In performing this analysis, we consider all evidence currently available, both positive and negative, in determining whether, based on the weight of that evidence, the deferred tax asset will be realized. We establish a valuation allowance when it is more likely than not that a recorded tax benefit will not be realized. The expense to create the valuation allowance is recorded as additional income tax expense in the period the valuation allowance is established. During the first six months of 2012, we decreased our valuation allowance by $700,000, which was offset by the decrease in our gross deferred tax assets, resulting in no change to the deferred tax assets and no income tax expense for the period.

In determining the possible future realization of deferred tax assets, we have considered the taxes paid in the current and prior years that may be available to recapture, as well as future taxable income from the following sources: (a) reversal of taxable temporary differences; and (b) tax planning strategies that, if necessary, would be implemented to accelerate taxable income into years in which net operating losses might otherwise expire. Our tax planning strategies include the prospective sale of certain assets such as finance receivables, residual interests in securitized finance receivables, charged off receivables and base servicing rights. The expected proceeds for such asset sales have been estimated based on our expectation of what buyers of the assets would consider to be reasonable assumptions for net cash flows and required rates of return for each of the various asset types. Our estimates for net cash flows and required rates of return are subjective and inherently subject to future events that may significantly affect actual net proceeds we may receive from executing our tax planning strategies.

We believe such asset sales can produce at least $37.5 million in taxable income within the relevant carryforward period. Such strategies could be implemented without significant effect on our core business or our ability to generate future growth. The costs related to the implementation of these tax strategies were considered in evaluating the amount of taxable income that could be generated in order to realize our deferred tax assets.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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+ Details

9. Legal Proceedings

6 Months Ended

Jun. 30, 2012

Note 9 - Legal Proceedings

Griffith Litigation. We are named as defendant in a putative class action brought in federal district court in Chicago, Illinois. In June 2012 the court gave final approval to a settlement agreed to between us and the plaintiffs, pursuant to which (i) a class was certified for settlement purposes only, and (ii) we agreed to pay a fixed amount of plaintiff attorney fees and also make payments against claims made by members of the class, the amount of which would depend on class members’ responses to our notice of the settlement. Our legal contingency accrual at June 30, 2012 includes our estimate for the amount that is probable.

Stanwich Litigation. We were for some time a defendant in a class action (the “Stanwich Case”) brought in the California Superior Court, Los Angeles County. The original plaintiffs in that case were persons entitled to receive regular payments (the “Settlement Payments”) under out-of-court settlements reached with third party defendants. Stanwich Financial Services Corp. (“Stanwich”), then an affiliate of our former chairman of the board of directors, is the entity that was obligated to pay the Settlement Payments. Stanwich had defaulted on its payment obligations to the plaintiffs and in September 2001 filed for reorganization under the Bankruptcy Code, in the federal Bankruptcy Court of Connecticut. By February 2005, we had settled all claims brought against us in the Stanwich Case.

In November 2001, one of the defendants in the Stanwich Case, Jonathan Pardee, asserted claims for indemnity against us in a separate action, which is now pending in federal district court in Rhode Island. We have filed counterclaims in the Rhode Island federal court against Mr. Pardee, and have filed a separate action against Mr. Pardee's Rhode Island attorneys, in the same court. As of December 31, 2010, these actions in the court in Rhode Island had been stayed, awaiting resolution of an adversary action brought against Mr. Pardee in the bankruptcy court, which is hearing the bankruptcy of Stanwich.

On April 6, 2011, that adversary action was dismissed, pursuant to an agreement between us and the representative of creditors in the Stanwich bankruptcy. Under that agreement, CPS has paid the bankruptcy estate $800,000 and abandoned its claims against the estate, and the estate has abandoned its adversary action against Mr. Pardee. The entire payment in this matter was included in our legal contingency liability as of December 31, 2010. With the dismissal of the adversary action, all known claims asserted against Mr. Pardee have been resolved, without his incurring any liability. Accordingly, we believe that this resolution of the adversary action will result in limitation of our exposure to Mr. Pardee to no more than some portion of his attorneys fees incurred. The stay in the action against us in Rhode Island has been lifted, and we expect that the Court, at a trial setting hearing scheduled for November 2012, will set a trial date in 2013.

The reader should consider that any adverse judgment against us in this case for indemnification, in an amount materially in excess of any liability already recorded in respect thereof, could have a material adverse effect on our financial position. There can be no assurance as to the ultimate outcome of this matter.

Other Litigation.

We are routinely involved in various legal proceedings resulting from our consumer finance activities and practices, both continuing and discontinued. We believe that there are substantive legal defenses to such claims, and intend to defend them vigorously. There can be no assurance, however, as to the outcome.

We have recorded a liability as of June 30, 2012 that we believe represents an appropriate allowance for legal contingencies, including those described above. Any adverse judgment against us, if in an amount materially in excess of the recorded liability, could have a material adverse effect on our financial position.

10. Employee Benefits

6 Months Ended

Jun. 30, 2012

Note 10 - Employee Benefits

On March 8, 2002 we acquired MFN Financial Corporation and its subsidiaries in a merger. We sponsor the MFN Financial Corporation Benefit Plan (the “Plan”). Plan benefits were frozen June 30, 2001. The table below sets forth the Plan’s net periodic benefit cost for the three-month and six-month periods ended June 30, 2012 and 2011.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)						(In thousands)
Components of net periodic cost (benefit)
Service cost	$	-		$	-		$	-		$	-
Interest Cost		220			241			440			456
Expected return on assets		(234	)		(222	)		(468	)		(474	)
Amortization of transition (asset)/obligation		-			-			-			-
Amortization of net (gain) / loss		157			127			314			224
Net periodic cost (benefit)	$	143		$	146		$	286		$	206

We contributed $395,000 to the Plan during the three-month and six-month period ended June 30, 2012 and we anticipate making contributions in the amount of $517,000 for the remainder of 2012.

11. Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Note 11 - Fair Value Measurements

ASC 820, "Fair Value Measurements" clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy.

ASC 820 defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The three levels are defined as follows: level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

At the time of issuance, five warrants issued between 2008 and 2010 in conjunction with various debt financing transactions contained features that make them subject to derivative accounting. We valued these warrants using a binomial valuation model using a weighted average volatility assumption of 41%, weighted average term of 8 years and a risk free rate of 3.3%. On March 29, 2012 we agreed with the holders to amend three of the five warrants to remove the features that resulted in derivative accounting. On the date of the amendment, we valued each of the three warrants using a binomial pricing model as described above. The aggregate value of the three amended warrants of $1.1 million was then reclassified from Accounts payable to Common stock. On June 25, 2012 we agreed with the holder to amend one other warrant that contained the “down round” features to remove those specific price reset terms. The $250,000 aggregate value of this amended warrant was reclassified from Accounts payable to Common Stock on the date of the amendment. The remaining warrant subject to derivative accounting has not been amended, was valued at June 30, 2012 at $51,000, and is classified as a liability on our consolidated balance sheet as of June 30, 2012.

In September 2008 we sold automobile contracts in a securitization that was structured as a sale for financial accounting purposes. In that sale, we retained both securities and a residual interest in the transaction that are measured at fair value. We describe below the valuation methodologies we use for the securities retained and the residual interest in the cash flows of the transaction, as well as the general classification of such instruments pursuant to the valuation hierarchy. The securities retained were sold in September 2010 in the re-securitization transaction described in Note 1. In the same transaction, the residual interest was reduced by $1.5 million. The residual interest in such securitization is $4.8 million as of June 30, 2012 and is classified as level 3 in the three-level valuation hierarchy. We determine the value of that residual interest using a discounted cash flow model that includes estimates for prepayments and losses. We use a discount rate of 20% per annum and a cumulative net loss rate of 13%. The assumptions we use are based on historical performance of automobile contracts we have originated and serviced in the past, adjusted for current market conditions. No gain or loss was recorded as a result of the re-securitization transaction described above.

Repossessed vehicle inventory, which is included in Other assets on our balance sheet, is measured at fair value using level 2 assumptions based on our actual loss experience on sale of repossessed vehicles. At June 30, 2012, the finance receivables related to the repossessed vehicles in inventory totaled $8.0 million. We have applied a valuation adjustment of $4.0 million, which is based on a recovery rate of 49%, resulting in an estimated fair value and carrying amount of $4.0 million.

We have no level 3 assets that are measured at fair value on a non-recurring basis. The table below presents a reconciliation for level 3 assets measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011
	(in thousands)					(in thousands)
Residual Interest in Securitizations:
Balance at beginning of period	$	4,612		$	3,985	$	4,414		$	3,841
Cash received during period		4			-		(22	)		-
Included in earnings		234			63		458			207
Balance at end of period	$	4,850		$	4,048	$	4,850		$	4,048


Warrant Derivative Liability:
Balance at beginning of period	$	114		$	1,535	$	967		$	1,639
Included in earnings		188			60		391			(44	)
Reclassification to equity		(251	)		-		(1,307	)		-
Balance at end of period	$	51		$	1,595	$	51		$	1,595

In September 2011, we acquired $217.8 million of finance receivables from Fireside Bank for a purchase price of $201.3 million. The receivables were acquired by our wholly-owned special purpose subsidiary, CPS Fender Receivables, LLC, which issued a note for $197.3 million, with a fair value of $196.5 million. Since the Fireside receivables were originated by another entity with its own underwriting guidelines and procedures, we have elected to account for the Fireside receivables and the related debt secured by those receivables at their estimated fair values so that changes in fair value will be reflected in our results of operations as they occur. Interest income from the receivables and interest expense on the note are included in interest income and interest expense, respectively. Changes to the fair value of the receivables and debt are also to be included in interest income and interest expense, respectively. Our level 3, unobservable inputs reflect our own assumptions about the factors that market participants use in pricing similar receivables and debt, and are based on the best information available in the circumstances. They include such inputs as estimated net charge-offs and timing of the amortization of the portfolio of finance receivables. The table below presents a reconciliation of the acquired finance receivables and related debt measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011

	(in thousands)					(in thousands)
Finance Receivables Measured at Fair Value:
Balance at beginning of period	$	126,923		$	-	$	160,253		$	-
Payments on finance receivables at fair value		(27,607	)		-		(64,107	)		-
Charge-offs on finance receivables at fair value		(1,547	)		-		(4,050	)		-
Discount accretion		1,239			-		5,402			-
Mark to fair value		3,358			-		4,868			-
Balance at end of period	$	102,366		$	-	$	102,366		$	-


Debt Secured by Finance Receivables Measured at Fair Value:
Balance at beginning of period	$	133,017		$	-	$	166,828		$	-
Principal payments on debt at fair value		(34,091	)		-		(73,282	)		-
Premium accretion		2,126			-		5,106			-
Mark to fair value		3,610			-		6,010			-
Balance at end of period		104,662			-		104,662			-
Reduction for principal payments collected and payable		(9,452	)		-		(9,452	)		-
Adjusted balance at end of period	$	95,210		$	-	$	95,210		$	-

The table below compares the fair values of the Fireside receivables and the related secured debt to their contractual balances for the periods shown:

	June 30, 2012						December 31, 2011
	Contractual			Fair			Contractual			Fair
	Balance			Value			Balance			Value
	(In thousands)

Fireside receivables portfolio		$	104,015		$	102,366		$	172,167		$	160,253

Debt secured by Fireside receivables portfolio			89,523			104,662			162,812			166,828

The following summary presents a description of the methodologies and assumptions used to estimate the fair value of our financial instruments. Much of the information used to determine fair value is highly subjective. When applicable, readily available market information has been utilized. However, for a significant portion of our financial instruments, active markets do not exist. Therefore, significant elements of judgment were required in estimating fair value for certain items. The subjective factors include, among other things, the estimated timing and amount of cash flows, risk characteristics, credit quality and interest rates, all of which are subject to change. Since the fair value is estimated as of June 30, 2012 and December 31, 2011, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different. The estimated fair values of financial assets and liabilities at June 30, 2012 and December 31, 2011, were as follows:

	As of June 30, 2012
Financial Instrument	(In thousands)
	Carrying		Fair Value Measurements Using:
	Value		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	10,240	$	10,240	$	-	$	-	$	10,240
Restricted cash and equivalents		127,806		127,806		-		-		127,806
Finance receivables, net		604,709		-		-		602,074		602,074
Finance receivables measured at fair value		102,366		-		-		102,366		102,366
Residual interest in securitizations		4,850		-		-		4,850		4,850
Accrued interest receivable		7,279		-		-		7,279		7,279
Liabilities:
Warrant derivative liability	$	51	$	-	$	-	$	51	$	51
Warehouse lines of credit		28,568		-		-		28,568		28,568
Accrued interest payable		4,792		-		-		4,792		4,792
Residual interest financing		15,321		-		-		15,321		15,321
Securitization trust debt		666,076		-		-		683,699		683,699
Debt secured by receivables measured at fair value		104,662		-		-		104,662		104,662
Senior secured debt		53,711		-		-		53,711		53,711
Subordinated renewable notes		21,100		-		-		21,100		21,100

	As of December 31, 2011
Financial Instrument	(In thousands)
	Carrying		Fair Value Measurements Using:
	Value		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	10,094	$	10,094	$	-	$	-	$	10,094
Restricted cash and equivalents		159,228		159,228		-		-		159,228
Finance receivables, net		506,279		-		-		506,647		506,647
Finance receivables measured at fair value		160,253		-		-		160,253		160,253
Residual interest in securitizations		4,414		-		-		4,414		4,414
Accrued interest receivable		6,432		-		-		6,432		6,432
Liabilities:
Warrant derivative liability	$	967	$	-	$	-	$	967	$	967
Warehouse lines of credit		25,393		-		-		25,393		25,393
Accrued interest payable		1,239		-		-		1,239		1,239
Residual interest financing		21,884		-		-		21,884		21,884
Securitization trust debt		583,065		-		-		594,224		594,224
Debt secured by receivables measured at fair value		166,828		-		-		166,828		166,828
Senior secured debt		58,344		-		-		58,344		58,344
Subordinated renewable notes		20,750		-		-		20,750		20,750

The following table provides certain qualitative information about our level 3 fair value measurements:


Financial Instrument	Fair Values as of							Inputs as of
		June 30,		December 31,				June 30,	December 31,
		2012		2011		Valuation Techniques	Unobservable Inputs	2012	2011
	(In thousands)
Assets:

Finance receivables measured at fair value		$	102,366	$	160,253	Discounted cash flows	Discount rate	20.4%		20.4%
							Cumulative net losses	5.5%		5.5%
							Monthly average prepayments	0.5%		0.5%

Residual interest in securitizations			4,850		4,414	Discounted cash flows	Discount rate	20.0%		20.0%
							Cumulative net losses	13.2%		13.0%
							Monthly average prepayments	0.5%		0.5%

Liabilities:
Warrant derivative liability		$	51	$	967	Binomial	Stock price	$1.92 / sh	$.89 / sh
							Volatility	40.0%		38.9%
							Risk free rate	1.3%		1.3% -- 1.7%

Debt secured by receivables measured at fair value		$	104,662		166,828	Discounted cash flows	Discount rate	16.2%		16.2%

Cash, Cash Equivalents and Restricted Cash

The carrying value equals fair value.

Finance Receivables, net

The fair value of finance receivables is estimated by discounting future cash flows expected to be collected using current rates at which similar receivables could be originated.

Fair Value Receivables and Receivable Financing Debt at Fair Value

The carrying value equals fair value.

Accrued Interest Receivable and Payable

The carrying value approximates fair value because the related interest rates are estimated to reflect current market conditions for similar types of instruments.

Warehouse Lines of Credit, Residual Interest Financing, Senior Secured Debt and Subordinated Renewable Notes

The carrying value approximates fair value because the related interest rates are estimated to reflect current market conditions for similar types of secured instruments.

Securitization Trust Debt

The fair value is estimated by discounting future cash flows using interest rates that we believe reflects the current market rates.

The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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+ Details

12. Liquidity, Results of Operations and Management's Plans

6 Months Ended

Jun. 30, 2012

Note 12 - Liquidity, Results of Operations and Management's Plans

Our business requires substantial cash to support our purchases of automobile contracts and other operating activities. Our primary sources of cash have been cash flows from operating activities, including proceeds from term securitization transactions and other sales of automobile contracts, amounts borrowed under various revolving credit facilities (also sometimes known as warehouse credit facilities), servicing fees on portfolios of automobile contracts previously sold in securitization transactions or serviced for third parties, customer payments of principal and interest on finance receivables, fees for origination of automobile contracts, and releases of cash from securitized pools of automobile contracts in which we have retained a residual ownership interest and from the spread accounts associated with such pools. Our primary uses of cash have been the purchases of automobile contracts, repayment of amounts borrowed under lines of credit and otherwise, operating expenses such as employee, interest, occupancy expenses and other general and administrative expenses, the establishment of spread account and initial overcollateralization, if any, and the increase of credit enhancement to required levels in securitization transactions, and income taxes. There can be no assurance that internally generated cash will be sufficient to meet our cash demands. The sufficiency of internally generated cash will depend on the performance of securitized pools (which determines the level of releases from those pools and their related spread accounts), the rate of expansion or contraction in our managed portfolio, and the terms upon which we are able to acquire, sell, and borrow against automobile contracts.

We purchase automobile contracts from dealers for a cash price approximating their principal amount, adjusted for an acquisition fee which may either increase or decrease the automobile contract purchase price. Those automobile contracts generate cash flow, however, over a period of years. As a result, we have been dependent on warehouse credit facilities to purchase automobile contracts, and on the availability of cash from outside sources in order to finance our continuing operations, as well as to fund the portion of automobile contract purchase prices not financed under revolving warehouse credit facilities.

The acquisition of automobile contracts for subsequent sale in securitization transactions, and the need to fund spread accounts and initial overcollateralization, if any, and increase credit enhancement levels when those transactions take place, results in a continuing need for capital. The amount of capital required is most heavily dependent on the rate of our automobile contract purchases, the required level of initial credit enhancement in securitizations, and the extent to which the previously established trusts and their related spread accounts either release cash to us or capture cash from collections on securitized automobile contracts. Of those, the factor most subject to our control is the rate at which we purchase automobile contracts.

We are and may in the future be limited in our ability to purchase automobile contracts due to limits on our capital. As of June 30, 2012, we had unrestricted cash of $10.2 million. We had $91.6 million available under the Page Six Funding facility and $79.9 million available under the Page Eight Funding facility (in all facilities advances are subject to our having purchased available eligible collateral). Our plans to manage our liquidity include maintaining our rate of automobile contract purchases at a level that matches our available capital, and, wherever appropriate, reducing our operating costs. If we are unable to complete such securitizations, we may be unable to increase our rate of automobile contract purchases, in which case our interest income and other portfolio related income would decrease.

Our liquidity will also be affected by releases of cash from the trusts established with our securitizations. While the specific terms and mechanics of each spread account vary among transactions, our securitization agreements generally provide that we will receive excess cash flows, if any, only if the amount of credit enhancement has reached specified levels and/or the delinquency, defaults or net losses related to the automobile contracts in the pool are below certain predetermined levels. In the event delinquencies, defaults or net losses on the automobile contracts exceed such levels, the terms of the securitization: (i) may require increased credit enhancement to be accumulated for the particular pool; (ii) may restrict the distribution to us of excess cash flows associated with other pools; or (iii) in certain circumstances, may permit the insurers or noteholders to require the transfer of servicing on some or all of the automobile contracts to another servicer. There can be no assurance that collections from the related trusts will continue to generate sufficient cash. Moreover, most of our spread account balances are pledged as collateral to our residual interest financing. As a result, most of the current releases of cash from our securitization trusts are directed to pay the obligations of our residual interest financing.

Our plan for future operations and meeting the obligations of our financing arrangements includes returning to profitability (which we accomplished in the fourth quarter of 2011 and through the first six months of 2012) and eliminating our shareholders’ deficit by gradually increasing the amount of our contract purchases with the goal of increasing the balance of our outstanding managed portfolio. Our plans also include financing future contract purchases with credit facilities and term securitizations that offer a lower overall cost of funds compared to the facilities we used in 2009 and 2010. To illustrate, in the last six months of 2009 we purchased $6.1 million in contracts and our sole credit facility had a minimum interest rate of 14.00% per annum. By comparison, in 2010, we purchased $113.0 million in contracts and, in March 2010, entered into the $50 million term funding facility which had an interest rate of 11.00% per annum and the ability to decrease such rate to 9.00% per annum if certain conditions were met. During 2011, we used our Page Six Funding $100 million credit facility (interest rate of one-month LIBOR plus 5.73% per annum with a minimum rate of 7.23% per annum), and our Page Seven Funding $100 million credit facility (interest rate of one-month LIBOR plus 6.00% per annum) to purchase $284.2 million in new contracts. During the first six months of 2012, we purchased $257.8 million in new contracts primarily with our Page Six Funding facility and our Page Eight Funding $100 million facility ( interest rate of one-month Libor plus 6.0% with a minimum rate of 6.75%).

More importantly, the weighted average effective coupons of our last five term securitizations were 3.77%, 4.51%, 4.93%, 3.47% and 3.15%, respectively, and did not include financial guaranty policies. These transactions demonstrate our ability to access the lower cost of long-term funding available in the current market environment without the financial guaranties we historically incorporated into our term securitization structures. We expect to complete more term securitizations in 2012. In addition, less competition in the auto financing marketplace has resulted in better terms for our recent contract purchases compared to years before 2008. The following table summarizes the average acquisition fees we charged dealers and the weighted average annual percentage rate on our purchased contracts for the periods shown:

	6 Months Ended June 30, 2012			2011			2010			2009			2008

Average acquisition fee amount	$	935		$	1,155		$	1,382		$	1,508		$	592
Average acquisition fee as % of amount financed		6.1	%		7.4	%		9.2	%		11.7	%		3.9	%
Weighted average annual percentage interest rate		20.2	%		20.1	%		20.1	%		19.9	%		18.5	%

We have and will continue to have a substantial amount of indebtedness. At June 30, 2012, we had approximately $889.4 million of debt outstanding. Such debt consisted primarily of $666.1 million of securitization trust debt, $104.7 in portfolio acquisition debt, $28.6 million of warehouse line of credit, $15.3 million of residual interest financing, $53.7 million of senior secured related party debt and $21.1 million in subordinated notes. We are currently offering the subordinated notes to the public on a continuous basis, and such notes have maturities that range from three months to 10 years.

As of June 30, 2012 we have a shareholders’ deficit of $10.7 million and our recent operating results include net losses of $14.5 million and $33.8 million in 2011 and 2010, respectively. We believe that our results have been materially and adversely affected by the disruption in the capital markets that began in the fourth quarter of 2007, by the recession that began in December 2007, and by related high levels of unemployment. Our ability to repay or refinance maturing debt may be adversely affected by prospective lenders’ consideration of our recent operating losses.

Although we believe we are able to service and repay our debt, there can be no assurance that we will be able to do so. If our plans for future operations do not generate sufficient cash flows and operating profits, our ability to make required payments on our debt would be impaired. Failure to pay our indebtedness when due could have a material adverse effect and may require us to issue additional debt or equity securities.

1. Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Summary Of Significant Accounting Policies Policies

Description of Business

Basis of Presentation

Use of Estimates

Other Income

The following table presents the primary components of Other Income for the three-month and six-month periods ending June 30, 2012 and 2011:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012		2011
	(In thousands)					(In thousands)
Direct mail revenues	$	1,232		$	1,187	$	2,851	$	2,355
Convenience fee revenue		690			676		1,522		1,390
Recoveries on previously charged-off contracts		148			162		245		349
Sales tax refunds		55			98		127		247
Other		(115	)		89		371		267
Other income for the period	$	2,010		$	2,212	$	5,116	$	4,608

Stock-based Compensation

The following represents stock option activity for the six months ended June 30, 2012:

				Weighted
	Number of	Weighted		Average
	Shares	Average		Remaining
	(in thousands)	Exercise Price		Contractual Term
Options outstanding at the beginning of period	8,431	$	1.53	N/A
Granted	797		1.20	N/A
Exercised	(87)		1.16	N/A
Forfeited	(283)		1.35	N/A
Options outstanding at the end of period	8,858	$	1.51	5.97 years
Options exercisable at the end of period	6,181	$	1.67	4.84 years

Purchases of Company Stock

During the six-month period ended June 30, 2012 and 2011, we purchased 320,154 and 74,292 shares, respectively, of our common stock, at average prices of $1.36 and $1.15, respectively.

Reclassifications

Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or total shareholders’ equity.

Derivative Financial Instruments

Financial Covenants

Finance Receivables and Related Debt Measured at Fair Value

Fair Value Measurements

1. Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2012

Summary Of Significant Accounting Policies Tables

Other Income

The following table presents the primary components of Other Income for the three-month and six-month periods ending June 30, 2012 and 2011:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012		2011
	(In thousands)					(In thousands)
Direct mail revenues	$	1,232		$	1,187	$	2,851	$	2,355
Convenience fee revenue		690			676		1,522		1,390
Recoveries on previously charged-off contracts		148			162		245		349
Sales tax refunds		55			98		127		247
Other		(115	)		89		371		267
Other income for the period	$	2,010		$	2,212	$	5,116	$	4,608

Stock-based Compensation

The following represents stock option activity for the six months ended June 30, 2012:

				Weighted
	Number of	Weighted		Average
	Shares	Average		Remaining
	(in thousands)	Exercise Price		Contractual Term
Options outstanding at the beginning of period	8,431	$	1.53	N/A
Granted	797		1.20	N/A
Exercised	(87)		1.16	N/A
Forfeited	(283)		1.35	N/A
Options outstanding at the end of period	8,858	$	1.51	5.97 years
Options exercisable at the end of period	6,181	$	1.67	4.84 years

2. Finance Receivables (Tables)

6 Months Ended

Jun. 30, 2012

Finance Receivables Tables

Financial Receivables

The following table presents the components of Finance Receivables, net of unearned interest:

	June 30,			December 31,
	2012			2011
Finance Receivables	(In thousands)

Automobile finance receivables, net of unearned interest	$	646,172		$	536,773
Less: Unearned acquisition fees and originations costs		(27,370	)		(20,143	)
Finance Receivables	$	618,802		$	516,630

Delinquency status of finance receivables

The following table summarizes the delinquency status of finance receivables as of June 30, 2012 and December 31, 2011:

	June 30,		December 31,
	2012		2011
	(In thousands)
Deliquency Status
Current	$	629,700	$	512,802
31 - 60 days		9,786		9,344
61 - 90 days		4,377		6,034
91 + days		2,309		8,593
	$	646,172	$	536,773

Allowance for credit losses

The following table presents a summary of the activity for the allowance for credit losses for the three-month and six-month periods ended June 30, 2012 and 2011:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)						(In thousands)
Balance at beginning of period	$	11,251		$	11,599		$	10,351		$	13,168
Provision for credit losses on finance receivables		7,711			4,360			12,547			8,052
Charge-offs		(8,278	)		(9,894	)		(16,580	)		(19,796	)
Recoveries		3,409			4,219			7,775			8,860
Balance at end of period	$	14,093		$	10,284		$	14,093		$	10,284

The following table presents a summary of such repossessed inventory together with the allowance for losses in repossessed inventory that is not included in the allowance for credit losses:

	June 30,			December 31,
	2012			2011
	(In thousands)
Gross balance of repossessions in inventory	$	8,011		$	9,246
Allowance for losses on repossessed inventory		(3,994	)		(4,765	)
Net repossessed inventory included in other assets	$	4,017		$	4,481

3. Finance Receivables Measured at Fair Value (Tables)

6 Months Ended

Jun. 30, 2012

Finance Receivables Measured At Fair Value Tables

Finance Receivables measured at fair value

The following table presents the components of Finance Receivables measured at fair value:

	June 30,			December 31,
	2012			2011
Finance Receivables Measured at Fair Value	(In thousands)

Finance receivables and accrued interest, net of unearned interest	$	104,015		$	172,167
Less: Fair value adjustment		(1,649	)		(11,914	)
Finance receivables measured at fair value	$	102,366		$	160,253

The following table summarizes the delinquency status of finance receivables measured at fair value as of June 30, 2012 and December 31, 2011:

		June 30,		December 31,
		2012		2011
		(In thousands)
Deliquency Status
Current	$		100,926	$	164,625
31 - 60 days			1,878		4,872
61 - 90 days			872		1,767
91 + days			339		903
	$		104,015	$	172,167

Securitization trust debt

Tabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring and/or nonrecurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).

+ References+ Details

4. Securitization Trust Debt (Tables)

6 Months Ended

Jun. 30, 2012

Securitization Trust Debt Tables

										Weighted
										Average
	Final	Receivables				Outstanding		Outstanding		Contractual
	Scheduled	Pledged at				Principal at		Principal at		Interest Rate at
	Payment	June 30,		Initial			June 30,	December 31,		June 30,
Series	Date (1)	2012		Principal		2012		2011		2012
	(Dollars in thousands)
CPS 2006-B	January 2013	$	-	$	257,500	$	-	$	6,604	-
CPS 2006-C	June 2013		-		247,500		-		14,873	-
CPS 2006-D	August 2013		-		220,000		-		15,716	-
CPS 2007-A	November 2013		-		290,000		-		34,312	-
CPS 2007-TFC	December 2013		-		113,293		-		7,771	-
CPS 2007-B	January 2014		17,633		314,999		25,059		40,916	6.99%
CPS 2007-C	May 2014		25,279		327,499		33,808		52,723	7.07%
CPS 2008-A	October 2014		34,400		310,359		53,985		77,284	8.46%
Page Five Funding	January 2018		29,748		9,174		28,761		36,701	9.46%
CPS 2011-A	April 2018		65,846		100,364		62,426		75,625	4.05%
CPS 2011-B	September 2018		89,550		109,936		83,041		101,268	4.48%
CPS 2011-C	March 2019		106,707		119,400		101,787		119,272	4.91%
CPS 2012-A	June 2019		134,998		155,000		135,709		-	3.41%
CPS 2012-B	September 2019		92,102		141,500		141,500		-	3.01%
		$	596,263	$	2,716,524	$	666,076	$	583,065

5. Debt (Tables)

6 Months Ended

Jun. 30, 2012

Debt Tables

Debt Outstanding

				Amount Outstanding at
				June 30,		December 31,
				2012		2011
				(In thousands)
Description	Interest Rate	Maturity

Residual interest financing	12.875% over one month Libor	February 2013	$	15,321	$	21,884

Senior secured debt, related party	14.00%	February 2012		-		5,000
	14.00%	June 2012		-		1,200
	14.00%	October 2012		5,000		5,000
	16.00%	December 2013		48,711		47,144

Subordinated renewable notes	Weighted average rate of 14.6% and 14.6% at June 30, 2012 and December 31, 2011, respectively	Weighted average maturity of December 2014 and August 2014 at June 30, 2012 and December 31, 2011, respectively		21,100		20,750

Debt secured by receivables measured at fair value	8.00%	Repayment is based on payments from underlying receivables. Final payment is expected in July 2013		104,662		166,828


			$	194,794	$	267,806

6. Interest Income and Interest Expense (Tables)

6 Months Ended

Jun. 30, 2012

Interest Income And Interest Expense Tables

Interest Income and Interest Expense

The following table presents the components of interest income:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)

Interest on Finance Receivables	$	41,076	$	27,380	$	81,221	$	55,544
Residual interest income		234		200		458		395
Other interest income		236		232		478		457
Interest income	$	41,546	$	27,812	$	82,157	$	56,396

The following table presents the components of interest expense:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)

Securitization trust debt	$	9,139	$	11,337	$	19,159	$	23,341
Warehouse debt		1,668		2,753		3,064		5,097
Senior secured debt, related party		3,259		3,181		6,796		5,848
Debt secured by receivables at fair value		4,297		-		10,087		-
Residual interest debt		646		1,182		1,394		2,524
Subordinated debt		818		788		1,636		1,557
	$	19,827	$	19,241	$	42,136	$	38,367

7. Earnings (Loss) Per Share (Tables)

6 Months Ended

Jun. 30, 2012

Earnings Loss Per Share Tables

Earnings (Loss) Per Share

The following table reconciles the number of shares used in the computations of basic and diluted earnings (loss) per share for the three-month and six-month periods ended June 30, 2012 and 2011:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
	(In thousands)				(In thousands)
Weighted average number of common shares outstanding during
the period used to compute basic earnings (loss) per share	$	19,305		18,421		19,360	$	18,272

Incremental common shares attributable to exercise of
outstanding options and warrants	$	5,331		-		3,923	$	-

Weighted average number of common shares used to compute
diluted earnings (loss) per share	$	24,636		18,421		23,283	$	18,272

10. Employee Benefits (Tables)

6 Months Ended

Jun. 30, 2012

Employee Benefits Tables

Employee Benefits

The table below sets forth the Plan’s net periodic benefit cost for the three-month and six-month periods ended June 30, 2012 and 2011.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(In thousands)						(In thousands)
Components of net periodic cost (benefit)
Service cost	$	-		$	-		$	-		$	-
Interest Cost		220			241			440			456
Expected return on assets		(234	)		(222	)		(468	)		(474	)
Amortization of transition (asset)/obligation		-			-			-			-
Amortization of net (gain) / loss		157			127			314			224
Net periodic cost (benefit)	$	143		$	146		$	286		$	206

Tabular disclosure of one or more of the entity's defined benefit pension plans or one or more other defined benefit postretirement plans, separately for pension plans and other postretirement benefit plans including the entity's schedule of fair value of plan assets for defined benefit or other postretirement plans.

Assets measured at fair value on a recurring basis

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-Topic 715

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-Number 132R

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+ Details

11. Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Measurements Tables

The table below presents a reconciliation for level 3 assets measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011
	(in thousands)					(in thousands)
Residual Interest in Securitizations:
Balance at beginning of period	$	4,612		$	3,985	$	4,414		$	3,841
Cash received during period		4			-		(22	)		-
Included in earnings		234			63		458			207
Balance at end of period	$	4,850		$	4,048	$	4,850		$	4,048


Warrant Derivative Liability:
Balance at beginning of period	$	114		$	1,535	$	967		$	1,639
Included in earnings		188			60		391			(44	)
Reclassification to equity		(251	)		-		(1,307	)		-
Balance at end of period	$	51		$	1,595	$	51		$	1,595

Debt measured at fair value on recurring basis

The table below presents a reconciliation of the acquired finance receivables and related debt measured at fair value on a recurring basis using significant unobservable inputs:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2012			2011		2012			2011

	(in thousands)					(in thousands)
Finance Receivables Measured at Fair Value:
Balance at beginning of period	$	126,923		$	-	$	160,253		$	-
Payments on finance receivables at fair value		(27,607	)		-		(64,107	)		-
Charge-offs on finance receivables at fair value		(1,547	)		-		(4,050	)		-
Discount accretion		1,239			-		5,402			-
Mark to fair value		3,358			-		4,868			-
Balance at end of period	$	102,366		$	-	$	102,366		$	-


Debt Secured by Finance Receivables Measured at Fair Value:
Balance at beginning of period	$	133,017		$	-	$	166,828		$	-
Principal payments on debt at fair value		(34,091	)		-		(73,282	)		-
Premium accretion		2,126			-		5,106			-
Mark to fair value		3,610			-		6,010			-
Balance at end of period		104,662			-		104,662			-
Reduction for principal payments collected and payable		(9,452	)		-		(9,452	)		-
Adjusted balance at end of period	$	95,210		$	-	$	95,210		$	-

The table below compares the fair values of the Fireside receivables and the related secured debt to their contractual balances for the periods shown:

	June 30, 2012						December 31, 2011
	Contractual			Fair			Contractual			Fair
	Balance			Value			Balance			Value
	(In thousands)

Fireside receivables portfolio		$	104,015		$	102,366		$	172,167		$	160,253

Debt secured by Fireside receivables portfolio			89,523			104,662			162,812			166,828

Estimated fair values of financial assets and liabilities

The estimated fair values of financial assets and liabilities at June 30, 2012 and December 31, 2011, were as follows:

	As of June 30, 2012
Financial Instrument	(In thousands)
	Carrying		Fair Value Measurements Using:
	Value		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	10,240	$	10,240	$	-	$	-	$	10,240
Restricted cash and equivalents		127,806		127,806		-		-		127,806
Finance receivables, net		604,709		-		-		602,074		602,074
Finance receivables measured at fair value		102,366		-		-		102,366		102,366
Residual interest in securitizations		4,850		-		-		4,850		4,850
Accrued interest receivable		7,279		-		-		7,279		7,279
Liabilities:
Warrant derivative liability	$	51	$	-	$	-	$	51	$	51
Warehouse lines of credit		28,568		-		-		28,568		28,568
Accrued interest payable		4,792		-		-		4,792		4,792
Residual interest financing		15,321		-		-		15,321		15,321
Securitization trust debt		666,076		-		-		683,699		683,699
Debt secured by receivables measured at fair value		104,662		-		-		104,662		104,662
Senior secured debt		53,711		-		-		53,711		53,711
Subordinated renewable notes		21,100		-		-		21,100		21,100

	As of December 31, 2011
Financial Instrument	(In thousands)
	Carrying		Fair Value Measurements Using:
	Value		Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	10,094	$	10,094	$	-	$	-	$	10,094
Restricted cash and equivalents		159,228		159,228		-		-		159,228
Finance receivables, net		506,279		-		-		506,647		506,647
Finance receivables measured at fair value		160,253		-		-		160,253		160,253
Residual interest in securitizations		4,414		-		-		4,414		4,414
Accrued interest receivable		6,432		-		-		6,432		6,432
Liabilities:
Warrant derivative liability	$	967	$	-	$	-	$	967	$	967
Warehouse lines of credit		25,393		-		-		25,393		25,393
Accrued interest payable		1,239		-		-		1,239		1,239
Residual interest financing		21,884		-		-		21,884		21,884
Securitization trust debt		583,065		-		-		594,224		594,224
Debt secured by receivables measured at fair value		166,828		-		-		166,828		166,828
Senior secured debt		58,344		-		-		58,344		58,344
Subordinated renewable notes		20,750		-		-		20,750		20,750

The following table provides certain qualitative information about our level 3 fair value measurements:


Financial Instrument	Fair Values as of							Inputs as of
		June 30,		December 31,				June 30,	December 31,
		2012		2011		Valuation Techniques	Unobservable Inputs	2012	2011
	(In thousands)
Assets:

Finance receivables measured at fair value		$	102,366	$	160,253	Discounted cash flows	Discount rate	20.4%		20.4%
							Cumulative net losses	5.5%		5.5%
							Monthly average prepayments	0.5%		0.5%

Residual interest in securitizations			4,850		4,414	Discounted cash flows	Discount rate	20.0%		20.0%
							Cumulative net losses	13.2%		13.0%
							Monthly average prepayments	0.5%		0.5%

Liabilities:
Warrant derivative liability		$	51	$	967	Binomial	Stock price	$1.92 / sh	$.89 / sh
							Volatility	40.0%		38.9%
							Risk free rate	1.3%		1.3% -- 1.7%

Debt secured by receivables measured at fair value		$	104,662		166,828	Discounted cash flows	Discount rate	16.2%		16.2%

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References+ Details

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

+ References+ Details

1. Summary of Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Primary components of Other Income
Direct mail revenues	$ 1,232	$ 1,187	$ 2,851	$ 2,355
Convenience fee revenue	690	676	1,522	1,390
Recoveries on previously charged-off contracts	148	162	245	349
Sales tax refunds	55	98	127	247
Other	(115)	89	371	267
Other income for the period	$ 2,010	$ 2,212	$ 5,116	$ 4,608

1. Summary of Significant Accounting Policies (Details 1) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Summary Of Significant Accounting Policies Details 1
Options outstanding at the beginning of period, shares	8,431
Granted, shares	797
Exercised, shares	87,000	3,000
Forfeited, shares	(283)
Options outstanding at the end of period, shares	8,858
Options exercisable at the end of period, shares	6,181
Options outstanding at the beginning of period, Weighted Average Exercise Price	$ 1.53
Granted, Weighted Average Exercise Price	$ 1.20
Exercised, Weighted Average Exercise Price	$ 1.16
Forfeited, Weighted Average Exercise Price	$ 1.35
Options outstanding at the end of period, Weighted Average Exercise Price	$ 1.51
Options exercisable at the end of period, Weighted Average Exercise Price	$ 1.67
Options outstanding at the end of period, Weighted Average Remaining Contractual Term	5 years 11 months 19 days

1. Summary of Significant Accounting Policies (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Summary Of Significant Accounting Policies Details Narrative
Stock-based compensation costs	$ 618,000	$ 824,000
Unrecognized stock-based compensation costs	2,000,000
Weighted-average period for recognition	3 years 4 months 24 days
Aggregate intrinsic value of options outstanding	5,000,000
Aggregate intrinsic value of options exercisable	$ 2,900,000
Options exercised	87,000	3,000
Share available for future grants	2,300,000
Shares repurchased	320,154	74,292
Stock repurchased during period cost	$ 1.36	$ 1.15

2. Finance Receivables (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finance Receivables Details
Automobile finance receivables, net of unearned interest	$ 646,172	$ 536,773
Less: Unearned acquisition fees and originations costs	(27,370)	(20,143)
Finance Receivables	$ 618,802	$ 516,630

2. Finance Receivables (Detail 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Deliquency Status
Current	$ 629,700	$ 512,802
31 - 60 days	9,786	9,344
61 - 90 days	4,377	6,034
91 + days	2,309	8,593
Total finance receivables	$ 646,172	$ 536,773

2. Finance Receivables (Detail 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Finance Receivables Details
Balance at beginning of period	$ 11,251	$ 11,599	$ 10,351	$ 13,168
Provision for credit losses on finance receivables	7,711	4,360	12,547	8,052
Charge-offs	(8,278)	(9,894)	(16,580)	(19,796)
Recoveries	3,409	4,219	7,775	8,860
Balance at end of period	$ 14,093	$ 10,284	$ 14,093	$ 10,284

Provision charged for the period based on estimated losses to be realized from loan and lease transactions.

+ References+ Details

2. Finance Receivables (Detail 3) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finance Receivables Details
Gross balance of repossessions in inventory	$ 8,011	$ 9,246
Allowance for losses on repossessed inventory	(3,994)	(4,765)
Net repossessed inventory included in other assets	$ 4,017	$ 4,481

2. Finance Receivables (Details Narrative) (USD $) In Millions, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finance Receivables Details Narrative
Finance receivables placed on non-accrual due to delinquency	$ 2,300,000	$ 13,000,000

This is the principal amount of loans (across all types of loans) that are overdue in payment by a set number of days.

+ References+ Details

3. Finance Receivables Measured at Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finance Receivables Measured At Fair Value Tables
Finance receivables and accrued interest, net of unearned interest	$ 104,015	$ 172,167
Less: Fair value adjustment	(1,649)	(11,914)
Finance receivables measured at fair value	$ 102,366	$ 160,253

This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This element represents the portion of a balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents the amount that could be realized under a life insurance contract or contracts owned by the Company as of the date of the statement of financial position. Such Company-owned life insurance policies are commonly known as corporate-owned life insurance (COLI) or bank-owned life insurance (BOLI).

+ References+ Details

3. Finance Receivables Measured at Fair Value (Detail 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Deliquency Status
Current	$ 100,926	$ 164,625
31 - 60 days	1,878	4,872
61 - 90 days	872	1,767
91 + days	339	903
Interest Receivable	$ 104,015	$ 172,167

4. Securitization Trust Debt (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Schedule of Held-to-maturity Securities [Line Items]
Receivables Pledged at June 30, 2012	$ 596,263
Initial Principal	2,716,524
Outstanding Principal at June 30, 2012	666,076	583,065
Outstanding Principal at December 31, 2011	666,076	583,065
CPS 2006-B [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Jan-13
Receivables Pledged at June 30, 2012
Initial Principal	257,500
Outstanding Principal at June 30, 2012		6,604
Outstanding Principal at December 31, 2011		6,604
Weighted Average Contractual Interest Rate at June 30, 2012
CPS 2006-C [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Jun-13
Receivables Pledged at June 30, 2012
Initial Principal	247,500
Outstanding Principal at June 30, 2012		14,873
Outstanding Principal at December 31, 2011		14,873
Weighted Average Contractual Interest Rate at June 30, 2012
CPS 2006-D [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Aug-13
Receivables Pledged at June 30, 2012
Initial Principal	220,000
Outstanding Principal at June 30, 2012		15,716
Outstanding Principal at December 31, 2011		15,716
Weighted Average Contractual Interest Rate at June 30, 2012
CPS 2007-A [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Nov-13
Receivables Pledged at June 30, 2012
Initial Principal	290,000
Outstanding Principal at June 30, 2012		34,312
Outstanding Principal at December 31, 2011		34,312
Weighted Average Contractual Interest Rate at June 30, 2012
CPS 2007-TFC [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Dec-13
Receivables Pledged at June 30, 2012
Initial Principal	113,293
Outstanding Principal at June 30, 2012		7,771
Outstanding Principal at December 31, 2011		7,771
Weighted Average Contractual Interest Rate at June 30, 2012
CPS 2007-B [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Jan-14
Receivables Pledged at June 30, 2012	17,633
Initial Principal	314,999
Outstanding Principal at June 30, 2012	25,059	40,916
Outstanding Principal at December 31, 2011	25,059	40,916
Weighted Average Contractual Interest Rate at June 30, 2012	6.99%
CPS 2007-C [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	May-14
Receivables Pledged at June 30, 2012	25,279
Initial Principal	327,499
Outstanding Principal at June 30, 2012	33,808	52,723
Outstanding Principal at December 31, 2011	33,808	52,723
Weighted Average Contractual Interest Rate at June 30, 2012	7.07%
CPS 2008-A [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Oct-14
Receivables Pledged at June 30, 2012	34,400
Initial Principal	310,359
Outstanding Principal at June 30, 2012	53,985	77,284
Outstanding Principal at December 31, 2011	53,985	77,284
Weighted Average Contractual Interest Rate at June 30, 2012	8.46%
Page Five Funding [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Jan-18
Receivables Pledged at June 30, 2012	29,748
Initial Principal	9,174
Outstanding Principal at June 30, 2012	28,761	36,701
Outstanding Principal at December 31, 2011	28,761	36,701
Weighted Average Contractual Interest Rate at June 30, 2012	9.46%
CPS 2011-A [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Apr-18
Receivables Pledged at June 30, 2012	65,846
Initial Principal	100,364
Outstanding Principal at June 30, 2012	62,426	75,625
Outstanding Principal at December 31, 2011	62,426	75,625
Weighted Average Contractual Interest Rate at June 30, 2012	4.05%
CPS 2011-B [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Sep-18
Receivables Pledged at June 30, 2012	89,550
Initial Principal	109,936
Outstanding Principal at June 30, 2012	83,041	101,268
Outstanding Principal at December 31, 2011	83,041	101,268
Weighted Average Contractual Interest Rate at June 30, 2012	4.48%
CPS 2011-C [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Mar-19
Receivables Pledged at June 30, 2012	106,707
Initial Principal	119,400
Outstanding Principal at June 30, 2012	101,787	119,272
Outstanding Principal at December 31, 2011	101,787	119,272
Weighted Average Contractual Interest Rate at June 30, 2012	4.91%
CPS 2012-A [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Jun-19
Receivables Pledged at June 30, 2012	134,998
Initial Principal	155,000
Outstanding Principal at June 30, 2012	135,709
Outstanding Principal at December 31, 2011	135,709
Weighted Average Contractual Interest Rate at June 30, 2012	3.41%
CPS 2012-B [Member]
Schedule of Held-to-maturity Securities [Line Items]
Final Scheduled Payment Date (1)	Sep-19
Receivables Pledged at June 30, 2012	92,102
Initial Principal	141,500
Outstanding Principal at June 30, 2012	141,500
Outstanding Principal at December 31, 2011	$ 141,500
Weighted Average Contractual Interest Rate at June 30, 2012	3.01%

This is the principal amount outstanding for securitized loans only (across all types of loans).

+ References+ Details

5. Debt (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Jun. 30, 2010	Jun. 30, 2012 SeniorSecuredDebtRelatedParty1Member	Dec. 31, 2011 SeniorSecuredDebtRelatedParty1Member	Jun. 30, 2012 SeniorSecuredDebtRelatedParty2Member	Dec. 31, 2011 SeniorSecuredDebtRelatedParty2Member	Jun. 30, 2012 SeniorSecuredDebtRelatedParty3Member	Dec. 31, 2011 SeniorSecuredDebtRelatedParty3Member	Jun. 30, 2012 Senior secured debt, related party	Dec. 31, 2011 Senior secured debt, related party	Jun. 30, 2012 Subordinated renewable notes	Dec. 31, 2011 Subordinated renewable notes	Jun. 30, 2012 Debt secured by receivables measured at fair value	Dec. 31, 2011 Debt secured by receivables measured at fair value	Jun. 30, 2012 Residual interest financing	Dec. 31, 2011 Residual interest financing
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Interest Rate			14.00%		14.00%		14.00%		16.00%		14.60%		8.00%		12.88%
Maturity			Feb-12		Jun-12		Oct-12		Dec-13		Dec-14		Jul-13		Feb-13
Outstanding Amount Ending Balance	$ 267,806	$ 194,794		$ 5,000		$ 1,200	$ 5,000	$ 5,000	$ 48,711	$ 47,144	$ 21,100	$ 20,750	$ 104,662	$ 166,828	$ 15,321	$ 21,884

6. Interest Income and Interest Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Components of interest income
Interest on Finance Receivables	$ 41,076	$ 27,380	$ 81,221	$ 55,544
Residual interest income	234	200	458	395
Other interest income	236	232	478	457
Interest income	$ 41,546	$ 27,812	$ 82,157	$ 56,396

6. Interest Income and Interest Expense (Detail 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Components of interest expense
Securitization trust debt	$ 9,139	$ 11,337	$ 19,159	$ 23,341
Warehouse debt	1,668	2,753	3,064	5,097
Senior secured debt, related party	3,259	3,181	6,796	5,848
Debt secured by receivables at fair value	4,297		10,087
Residual interest debt	646	1,182	1,394	2,524
Subordinated debt	818	788	1,636	1,557
Interest Expense	$ 19,827	$ 19,241	$ 42,136	$ 38,367

The cost of borrowed funds accounted for as interest that was charged against earnings during the period.

+ References+ Details

Interest expense on all other items not previously classified. For example, includes dividends associated with redeemable preferred stock of a subsidiary that is treated as a liability in the parent's consolidated balance sheet.

+ References+ Details

7. Earnings (Loss) Per Share (Details)	3 Months Ended		6 Months Ended
7. Earnings (Loss) Per Share (Details)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Notes to Financial Statements
Weighted average number of common shares outstanding during the period used to compute basic earnings (loss) per share	19,305	18,421	19,360	18,272
Incremental common shares attributable to exercise of outstanding options and warrants	5,331		3,923
Weighted average number of common shares used to compute diluted earnings (loss) per share	24,636	18,421	23,283	18,272

Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of call options and warrants using the treasury stock method.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Warrant

-URI http://asc.fasb.org/extlink&oid=6528364

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 40

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 45

-Paragraph 23

-Subparagraph (c)

-URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e1757-109256

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Treasury Stock Method

-URI http://asc.fasb.org/extlink&oid=6527216

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Call Option

-URI http://asc.fasb.org/extlink&oid=6506649

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 17, 18, 19, 171

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.

+ References+ Details

8. Income Taxes (Details Narrative) (USD $)	6 Months Ended
8. Income Taxes (Details Narrative) (USD $)	Jun. 30, 2012
Income Taxes Details Narrative
Net deferred tax asset	$ 15,000,000
Valuation allowance	61,000,000
Valuation allowance decrease	$ 700,000

Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.

+ References+ Details

The amount of the valuation allowance recorded as of the balance sheet date pertaining to the specified deferred tax asset for which an assessment was made that it is more likely than not that all or a portion of such deferred tax asset will not be realized through related deductions on future tax returns.

+ References+ Details

The amount of the change in the period in the valuation allowance for a specified deferred tax asset.

+ References+ Details

10. Employee Benefits (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Employee Benefits Details
Service cost
Interest Cost	220	241	440	456
Expected return on assets	(234)	(222)	(468)	(474)
Amortization of transition (asset)/obligation
Amortization of net (gain) / loss	157	127	314	224
Net periodic cost (benefit)	$ 143	$ 146	$ 286	$ 206

The amounts in accumulated other comprehensive income related to gains and losses that are not recognized immediately and are expected to be recognized as components of net periodic benefit cost over the next fiscal year that follows the most recent annual statement of financial position presented.

+ References+ Details

An amount calculated as a basis for determining the extent of delayed recognition of the effects of changes in the fair value of assets. The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assets.

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 87

-Paragraph 264

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 106

-Paragraph 518

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 132R

-Paragraph 5

-Subparagraph h

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 30

-Glossary Expected Return on Plan Assets

-URI http://asc.fasb.org/extlink&oid=6512136

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 60

-Glossary Expected Return on Plan Assets

-URI http://asc.fasb.org/extlink&oid=6512171

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 715

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (h)(3)

-URI http://asc.fasb.org/extlink&oid=21915506&loc=d3e1928-114920

+ Details

The increase in a defined benefit pension plan's projected benefit obligation or a defined benefit postretirement plan's accumulated postretirement benefit obligation due to the passage of time.

+ References+ Details

The actuarial present value of benefits attributed by the pension benefit formula to services rendered by employees during the period. The portion of the expected postretirement benefit obligation attributed to employee service during the period. The service cost component is a portion of the benefit obligation and is unaffected by the funded status of the plan.